Exhibit 10.2

                              EMPLOYMENT AGREEMENT


            This EMPLOYMENT AGREEMENT  ("Agreement") is effective the 1st day of
January,  2004 by and between,  between Maximum Awards, Inc., a corporation form
under the laws of the State of Nevada, United States of America (the "Company"),
and  Maxwell   Thomas,   an  individual  who  resides  in  Brisbane,   Australia
("Executive").

            WHEREAS,  Executive  possesses an intimate knowledge of the business
and affairs of the Company, its policies,  methods, personnel, and plans for the
future;

            AND WHEREAS,  the Board of  Directors  of the Company (the  "Board")
recognizes  that  Executive's  contribution  to the  growth  and  success of the
Company has been  substantial  and desires to assure the Company of  Executive's
continued employment in an executive capacity and to compensate him therefore;

            AND WHEREAS,  Executive is desirous of  committing  himself to serve
the Company on the terms herein provided.

            NOW,  THEREFORE,   in  consideration  of  the  mutual  promises  and
covenants contained herein, the adequacy of which is specifically acknowledge by
the parties, and of the them, the parties agree as follows:

            1.  [Employment]  The  Company  hereby  agrees to continue to employ
Executive and Executive  hereby agrees to continue to serve the Company,  on the
terms and  conditions  set forth herein,  for the period  commencing on the date
hereof and expiring 15 days after  written  notice of one party of its intention
to  terminate  this  Agreement  delivered  to the  other  party  (unless  sooner
terminated as hereinafter set forth). The term of this Agreement may be referred
to herein as the "Period of Employment."

            2. [Position and Duties]  Executive  shall serve as the President of
the  Company  performing  the  functions  and  duties  as  shall  be  reasonably
prescribed  from time to time by the Board,  provided  that such  functions  and
duties are  consistent  with and  attendant  to  Executive's  position  or other
positions  that he may hold from time to time.  Executive  shall devote his full
working  time and  efforts to the  business  and  affairs of the Company and the
promotion of its  interests  and shall perform all duties and services on behalf
of the Company necessary to carry out such functions.

            3. [Compensation and Related Matters]

            (a) Base Salary.  Initially,  Executive shall receive an annual base
salary ("Base Salary") at the rate of Two Hundred  Thousand  Dollars  ($200,000)
for the year 2004. Thereafter,  Executive's Base Salary shall be redetermined at
least 30 days  before  each year end in an amount to be fixed by the Board or by
the  Compensation  Committee of the Company  designated  by the Board.  The term
"Base  Salary"  as used in this  Agreement  shall  mean,  at any  point in time,
Executive's annual base salary at such time. The Base Salary shall be payable in
substantially  equal  semi-monthly  installments  and  shall in no way  limit or
reduce the obligations of the Company hereunder.



            (b) Incentive Compensation. In addition to Base Salary, Executive is
eligible to receive incentive  compensation in accordance with any duly approved
resolution of the Board  regarding any  incentive  compensation  which the Board
deems appropriate.

            (c)  Expenses.   Executive  shall  be  entitled  to  receive  prompt
reimbursement  for all reasonable  expenses incurred by him during any Period of
Employment  (in accordance  with the policies and procedures  then in effect and
established  by the Company for its senior  executive  officers)  in  performing
services hereunder, provided that Executive properly accounts for such expenses.

            (d) Other Benefits. Executive shall be entitled to participate in or
receive benefits under all other Employee Benefit Plans of the Company available
to any  employee  of the  Company.  As used  herein,  "Employee  Benefit  Plans"
include,  without limitation,  each pension,  and retirement plan;  supplemental
pension,  retirement, and deferred compensation plan; savings and profit-sharing
plan;  stock  ownership  plan;  stock  purchase  plan;  stock option plan;  life
insurance plan; medical insurance plan; disability plan; and health and accident
plan or arrangement  established and maintained by the Company.  Executive shall
be entitled to  participate in or receive  benefits  under any Employee  Benefit
Plan or arrangement which may, in the future, be made available to the Company's
executives and key management  employees,  subject to and on a basis  consistent
with  the  terms,  conditions,  and  overall  administration  of  such  plan  or
arrangement.  Nothing  paid  to  Executive  under  the  Employee  Benefit  Plans
presently in effect or any employee  benefit  plan or  arrangement  which may be
made  available  in the  future  shall be deemed  to be in lieu of  compensation
payable to Executive under  Subparagraphs  3(a), 3(b), and 3(c). Any payments or
benefits  payable to Executive  under a plan or arrangement  referred to in this
Subparagraph  3(d) in respect of any  calendar  year during  which  Executive is
employed  by the  Company  for less than the whole of such  year  shall,  unless
otherwise  provided  in the  applicable  plan or  arrangement,  be  prorated  in
accordance  with the number of days in such  calendar year during which he is so
employed.  Should any such payments or benefits  accrue on a fiscal (rather than
calendar)  year,  then the proration in the preceding  sentence  shall be on the
basis of a fiscal year rather than calendar year.

            (e)  Vacations.  Executive  shall be  entitled to the number of paid
vacation days in each  calendar  year  determined by the Board from time to time
for its senior executive officers.  Executive shall also be entitled to all paid
holidays given by the Company to its senior executive officers.

            4.  [Offices].  Executive  agrees  to  serve  as a  director  of the
Company, if elected or appointed thereto, provided he is indemnified for serving
in such  capacity on a basis no less  favorable  than is provided by  applicable
Nevada state law.

            5.  [Confidential  Information]  Executive  acknowledges that in the
course of his employment  with the Company,  he will gain a close,  personal and
special  influence with the customers of the Company and will be acquainted with
the Company's business affairs,  information,  trade secrets,  and other matters
which are of a proprietary or confidential nature,  including but not limited to


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the Company's operations,  business  opportunities,  price and cost information,
finances,  customer names, prospects and customer lists, business plans, various
sales techniques,  manuals, letters, notebooks,  procedures,  reports, products,
processes,   services,   inventions,   research  and   development,   and  other
confidential    information   and   knowledge    (collectively,    "Confidential
Information")   concerning  the  Company's  business.   The  term  "Confidential
Information"  shall not include  information  which (a) is or becomes  generally
available  to the  public  through  no  violation  of  this  Agreement,  (b) was
available  to  Executive  on a  non-confidential  basis prior to  disclosure  to
Executive  by  the  Company,   or  (c)  becomes  available  to  Executive  on  a
non-confidential basis from a source other than the Company,  provided that such
source is not bound by a confidentiality agreement with the Company. The Company
agrees to  provide  such  Confidential  Information  and/or  training  which the
Company deems  necessary or desirable to aid Executive in the performance of his
duties.   Executive   understands  and  acknowledges   that  such   Confidential
Information  is  confidential,  and he agrees not to disclose such  Confidential
Information to anyone outside the Company. Executive further agrees that he will
not  during  employment  and/or  at any time  thereafter  use such  Confidential
Information in competing, directly or indirectly, with the Company. At such time
as Executive shall cease to be employed by the Company, he immediately will turn
over  to  the  Company  all  such  Confidential  information  including  papers,
documents, writings,  electronically stored information, other property, and all
copies of them  provided  to him during the  course of his  employment  with the
Company.  During or upon termination,  for any reason, of Executive's employment
with the Company,  Executive shall sign a list  acknowledging  the  Confidential
Information of which he has gained knowledge or information during the course of
his  employment  with the Company.  The  obligations  of this  Paragraph 5 shall
continue  beyond the  termination of Executive's  employment,  regardless of the
reason for such  termination,  and shall be binding  upon  Executive's  assigns,
executors, administrators, and other legal representatives.

            6.  [Conflict of Interest]  The parties  understand  that  Executive
owns,  controls or is  employed by entities  which may be related to the Company
and that such ownership,  control or employment may create conflicts of interest
between Executive's duties to the Company and his duties to such other entities.
The  parties  agree  that so long as such  relationships  are  disclosed  to the
Company by Executive as such  relationships  develop that the  existence of such
relationships  shall not constitute a true conflict of interest or breach of any
duty to the Company on the part of Executive.

            7.  [Proprietary  Information].  Executive  agrees to  promptly  and
freely  disclose  to the  Company  in writing  any and all  ideas,  conceptions,
inventions, improvements,  suggestions for improvements,  discoveries, formulae,
processes,   designs,  software,   firmware,  hardware,   circuitry,   diagrams,
copyrights,  trade secrets, and any other proprietary information (collectively,
the "Proprietary Information"),  whether patentable or not, which are conceived,
and made or  acquired by  Executive  solely or jointly  with  others  during the
Period  of  Employment  by the  Company  or  using  the  Company's  time,  data,
facilities,  and/or materials, and which are related to the products,  business,
or  activities  of the  Company  which  Executive  conceives  as a result of his
employment by the Company, and Executive agrees to assign and hereby does assign
all of his interest therein to the Company,  or its nominee.  Whenever requested


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to do so by the  Company,  Executive  shall  execute  any and all  applications,
assignments,  or other  instruments,  which the Company shall deem  necessary to
apply for and obtain Letters  Patent or Copyrights of the United States,  or any
foreign country,  to otherwise protect the Company's interest in the Proprietary
Information  or to vest title to the  Proprietary  Information  in the  Company.
These   obligations   shall  continue  beyond  the  termination  of  Executive's
employment,  regardless of the reason for such termination,  with respect to the
Proprietary Information, conceived, and made or acquired by Executive during the
period  of his  employment  and  shall  be  binding  upon  Executive's  assigns,
executors, administrators, and other legal representatives.

            8. [Termination]  Executive's employment hereunder may be terminated
without any breach of this Agreement under the following circumstances:

            (a) Death. Executive's employment hereunder shall terminate upon his
death.

            (b)  Disability.  If, as a result of  Executive's  incapacity due to
illness, accident, or other physical or mental incapacity,  Executive shall have
been absent from his duties hereunder on a full-time basis for 180 calendar days
in the aggregate in any 12-month period,  the Company may terminate  Executive's
employment hereunder.

            (c) By Notice.  Either party may terminate this Agreement during the
Period of Employment  upon delivery to the other of a Notice of  Termination  at
least 15 days prior to the effective date of the Notice of Termination.

            (d) Retirement.  Notwithstanding  any other provision  hereof to the
contrary,  Executive may, at any time during the Period of Employment,  upon the
giving of 90 days Notice of Termination,  terminate his employment hereunder, if
Executive  is then  permitted to retire under the  provisions  of the  Company's
pension plan then in effect. The Date of Termination in event of such Retirement
shall be 90 days after such Notice of Termination but in no case shall it exceed
the Period of Employment.


            9. [Compensation Upon Termination or During Disability]

            (a) If Executive's employment terminates by reason of his death, the
Company shall,  within 90 days of death, pay in a lump sum amount to such person
as Executive  shall  designate in a notice filed with the Company or, if no such
person is designated, to Executive's estate or court appointed representative of
his estate, Executive's accrued and unpaid amounts due Executive pursuant to the
terms of this  Agreement.  In addition to the  foregoing,  any payments to which
Executive's  spouse,  beneficiaries,  or estate may be entitled to receive under
any  employee  benefit plan shall also be paid in  accordance  with the terms of
such plan or arrangement. Such payments, in the aggregate, shall fully discharge
the Company's obligations hereunder.


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            (b) During any period  that  Executive  fails to perform  his duties
hereunder as a result of incapacity due to physical or mental illness, Executive
shall continue to receive his accrued and unpaid amounts due him pursuant to the
terms of this Agreement until Executive's employment is terminated in accordance
with Paragraph 8. Upon  termination due to death prior to the termination  first
to occur as specified in the preceding sentence, Subparagraph 9(a) shall apply.

            10. [Notice] For purposes of this  Agreement,  notices and all other
communications  provided for in the  Agreement  shall be in writing and shall be
deemed  to have been  duly  given  when  delivered  or  mailed by United  States
certified mail, return receipt requested, postage prepaid, addressed as follows:

            if to the Executive:

            At his home address as shown
            in the Company's personnel records;

            if to the Company:

            Maximum Awards, Inc.
            Level 1, 164 Wharf Street
            Brisbane, Queensland 4000, Australia

or to such other  address  as either  party may have  furnished  to the other in
writing in accordance  herewith,  except that notices of change of address shall
be effective only upon receipt.

            11. [Miscellaneous] No provisions of this Agreement may be modified,
waived, or discharged unless such waiver,  modification,  or discharge is agreed
to in writing and signed by the Executive and such officer of the Company as may
be specifically designated by the Board. No waiver by either party hereto of, or
compliance with, any condition or provision of this Agreement to be performed by
such other party shall be deemed a waiver of similar or dissimilar provisions or
conditions  at the same or at any prior or  subsequent  time.  No  agreements or
representations,  oral or  otherwise,  express or implied,  unless  specifically
referred to herein,  with respect to the subject matter hereof have been made by
either party which are not set forth expressly in this Agreement.  The validity,
interpretation,  construction,  and  performance  of  this  Agreement  shall  be
governed by the laws of the State of Nevada.

            12. [Validity] The invalidity or  unenforceability  of any provision
or provisions of this Agreement shall not affect the validity or  enforceability
of any other provision of this  Agreement,  which shall remain in full force and
effect. The invalid portion of this Agreement,  if any, shall be modified by any
court  having  jurisdiction  to the  extent  necessary  to render  such  portion
enforceable.




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            13.  [Counterparts]  This  Agreement  may  be  executed  in  several
counterparts,  each of which shall be deemed to be an original  but all of which
together will constitute one and the same instrument.

            IN  WITNESS  WHEREOF,  the  parties  have  executed  this  Agreement
effective on the date and year written above.


EXECUTIVE                         MAXIMUM AWARDS, INC.




______________________            _________________________
Maxwell Thomas                    By:______________________
                                  Its:_____________________















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